Exhibit (a)(4)
CDC NVEST FUNDS TRUST II
Form of Amendment No. 3 to Third Amended and Restated Agreement
Declaration of Trust
The undersigned, being at least a majority of the Trustees of CDC Nvest
Trust II (the "Trust"), having determined it to be consistent with the fair and
equitable treatment of all shareholders of the Trust, hereby amend the Trust's
Third Amended and Restated Agreement and Declaration of Trust, as amended by
Amendment Nos. 1 and 2 thereto (the "Declaration of Trust"), a copy of which is
on file in the office of the Secretary of the Commonwealth of Massachusetts, as
follows:
1. The first sentence of Section 6 of Article III of the Declaration of Trust
is hereby amended to read in its entirety as follows:
Without limiting the authority of the Trustees set forth in Section 5,
INTER ALIA, to establish and designate any further Series or classes or to
modify the rights and preferences of any Series or class, each of the
following Series shall be, and is hereby, established and designated as a
Multi-Class Series: (1) Xxxxxx Xxxxxx Massachusetts Tax Free Income Fund,
and (2) Xxxxxx Associates Large Cap Value Fund.
The foregoing amendment shall be effective as of the time it is filed with
the Secretary of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and for
our successors and assigns as of the 27th day of February, 2004.
/S/ XXXXXX X. XXXXXXX, XX. /S/ XXXXXXX XXXXXX
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Xxxxxx X. Xxxxxxx, Xx. Xxxxxxx Xxxxxx
/S/ XXXXXX X. XXXXXXXX /S/ XXXX X. XXXXXX
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Xxxxxx X. Xxxxxxxx Xxxx X. Xxxxxx
/S/ XXXXXX X. XXXXXXXX /S/ XXXXXX X. XXXXX
------------------------------------ ------------------------------------
Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx
/S/ XXXXXX X. XXXX /S/ XXXX X. XXXXX
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Xxxxxx X. Xxxx Xxxx X. Xxxxx
/S/ XXXX X. XXXXXXXX /S/ XXXXX XXXX
------------------------------------ ------------------------------------
Xxxx X. Xxxxxxxx Xxxxx Xxxx
/S/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
